Statement of Changes in Beneficial Ownership (4)
21 Februar 2020 - 8:08PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LU KEH SHEW |
2. Issuer Name and Ticker or Trading Symbol
DIODES INC /DEL/
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DIOD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO |
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(Last)
(First)
(Middle)
4949 HEDGCOXE ROAD, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/19/2020 |
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(Street)
PLANO, TX 75024
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Diodes Incorporated Common Stock (1) | 2/19/2020 | | A | | 53100 | A | $0.00 (2) | 592581 | D | |
| Diodes Incorporated Common Stock - Performance Stock Units (3) | 2/19/2020 | | A(4) | | 53100 (5) | A | $0.00 | 238005 | D | |
| Diodes Incorporated Common Stock - Performance Stock Units | 2/19/2020 | | F(6) | | 49092 | D | $49.49 | 188913 | D | |
| Diodes Incorporated Common Stock | | | | | | | | 46150 (7) | I | Custodial |
| Diodes Incorporated Common Stock | | | | | | | | 700000 | I | Lu Grandchildren's Trust |
| Diodes Incorporated Common Stock | | | | | | | | 20000 | I | The Lu Family Foundation |
| Diodes Incorporated Common Stock | | | | | | | | 4700 | I | The Lu 2017 Irrevocable Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | Restricted stock units vest in four equal installments beginning 02/19/2021. |
| (2) | Granted under Rule 16b-3 Plan. |
| (3) | Each PSU represents a contingent right granted under the companys 2013 Equity Incentive Plan, a Rule 16b-3 Plan, to receive 1 share of Diodes Incorporated Common Stock. |
| (4) | The PSUs vest in February 2023 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2020 through 2022 of $390.6 million (Target Performance). |
| (5) | This number represents the target number of PSUs (Target Award) that will vest if the Target Performance is achieved. There is a threshold that provides for payment of 50% of the Target Award upon 80% achievement of the Target Performance and a maximum that provides for payment of 200% of the Target Award upon 120% achievement of the Target Performances. Between 80% and 100% and between 100% and 120% achievement of Target Performance, the Target Award will be decreased or increased on a pro rata basis, with no payout below 80% achievement and payout limited to 200% of the Target Award if the Target Performance exceeds 120%. |
| (6) | These performance stock unit shares were automatically withheld to cover income tax on the vested 2017 performance award. |
| (7) | These shares are held in accounts for the reporting persons minor grandchildren and the reporting person is the custodian of those accounts. The reporting person disclaims ownership of the shares held in those custodial accounts, and this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purposes. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
LU KEH SHEW
4949 HEDGCOXE ROAD
SUITE 200
PLANO, TX 75024 | X |
| President & CEO |
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Signatures
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| Richard D. White as Power of Attorney for Keh-Shew Lu | | 2/21/2020 |
| **Signature of Reporting Person | Date |
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